Filed by Newmont Mining Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Normandy Mining Limited
Commission File No. 132-00965
[Franco-Nevada Mining Corporation Limited Logo] 20 Eglinton Ave. West
Suite 1900, Box 2005
Toronto M4R 1K8
FRANCO-NEVADA Canada
MINING CORPORATION LIMITED
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PRESS RELEASE
FOR IMMEDIATE RELEASE
February 20, 2002
FRANCO-NEVADA COMPLETES PLAN OF ARRANGEMENT WITH NEWMONT
FRANCO FRANCO-NEVADA SHARES NOW EXCHANGED FOR NEWMONT COMMON OR CANADIAN
EXCHANGEABLE SHARES.
Franco-Nevada Mining Corporation Limited is pleased to announce the completion
of its Plan of Arrangement with Newmont Mining Corporation, which became
effective on February 16th. Franco-Nevada common shares ceased trading on the
Toronto Stock Exchange (TSE) at the close of trading on Tuesday, February 19th.
Each common share of Franco-Nevada has been exchanged into 0.80 of a share of
common stock of Newmont or, if shareholders properly elected, 0.80 of a Canadian
Exchangeable share (each share of which will be exchangeable at any time for one
share of common stock of Newmont).
The Exchangeable shares are now trading on the TSE in Canadian dollars under the
symbol "NMC". Franco-Nevada's Class A warrants are trading on the TSE under the
symbol "NMC.WT". Franco-Nevada's Class B warrants are trading on the Canadian
Exchange under the symbol "YFN.WT.B". Newmont's common stock trades on the New
York Stock Exchange under the symbol "NEM".
For further information, please contact:
Sharon E Dowdall 416-480-6491
Vice President, General Counsel & Secretary
HTTP://WWW.FRANCO-NEVADA.COM
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IMPORTANT NOTICE
Although the Normandy Board, subject to its fiduciary duties, has recommended
Newmont's offer to Normandy shareholders, Normandy has not provided unqualified
assistance to Newmont in making its offer. Among other things, Normandy has
refused to provide Newmont with certain financial information, and it has not
permitted its auditors to issue a consent in respect of financial information
relating to Normandy.
CAUTIONARY STATEMENT
This presentation contains forward-looking information and statements about
Newmont Mining Corporation, Franco-Nevada Mining Corporation Limited, Normandy
Mining Limited and the combined company after completion of the transactions.
Newmont has completed its acquisition of Franco-Nevada. Forward-looking
statements are statements that are not historical facts. These statements
include financial projections and estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with respect to future
operations, products and services; and statements regarding future performance.
Forward-looking statements are generally identified by the words "expects,"
"anticipates," "believes," "intends," "estimates" and similar expressions. The
forward-looking information and statements in this presentation are subject to
various risks and uncertainties, many of which are difficult to predict and
generally beyond the control of Newmont and Normandy Mining, that could cause
actual results to differ materially from those expressed in, or implied or
projected by, the forward-looking information and statements. These risks and
uncertainties include those discussed or identified in the public filings with
the U.S. Securities and Exchange Commission made by Newmont and Normandy, and
Franco-Nevada's filings with the Ontario Securities Commission; risks and
uncertainties with respect to the parties' expectations regarding the timing,
completion and accounting and tax treatment of the transactions, the value of
the transaction consideration, production and development opportunities,
conducting worldwide operations, earnings accretion, cost savings, revenue
enhancements, synergies and other benefits anticipated from the transactions;
and the effect of gold price and foreign exchange rate fluctuations, and general
economic conditions such as changes in interest rates and the performance of the
financial markets, changes in domestic and foreign laws, regulations and taxes,
changes in competition and pricing environments, the occurrence of significant
natural disasters, civil unrest and general market and industry conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transactions, Newmont Mining Corporation has
filed with the U.S. Securities and Exchange Commission a Registration Statement
on Form S-4 (which includes an Offer Document) and a Proxy Statement/Prospectus
on Schedule 14A. Investors and security holders are advised to read the Offer
Document and the Proxy Statement/Prospectus, which were mailed beginning on
January 11, 2002, because they contain important information. Investors and
security holders may obtain free copies of the Offer Document and the Proxy
Statement/Prospectus and other documents filed by Newmont with the Commission at
the Commission's web site at http://www.sec.gov. Free copies of the Offer
Document and the Proxy Statement/Prospectus and other filings made by Newmont or
Normandy with the Commission, may also be obtained from Newmont. Free copies of
Newmont's and Normandy's filings may be obtained by directing a request to
Newmont Mining Corporation, Attn: Investor Relations, 1700 Lincoln Street,
Denver, Colorado 80203, Telephone: (303) 863-7414. Copies of Franco-Nevada's
filings may be obtained at http://www.sedar.com.